GOL Linhas units wrap tender offers, get needed consents for 10¾% notes

By Susanna Moon

Chicago, Sept. 24 – Gol LuxCo SA and GOL Finance, subsidiaries of GOL Linhas Aereas Inteligentes SA, announced the results of the tender offers that ended at 11:59 p.m. ET on Sept. 23.

As previously announced, Gol LuxCo tendered for its outstanding $80.8 million of 10¾% senior notes due 2023 and GOL Finance for its outstanding $299.1 million of 9¼% senior notes due 2020 and its outstanding $122.1 million of 7½% senior notes due 2017. The offers began Aug. 26.

The companies also solicited consents to amend the notes to eliminate substantially all of the restrictive covenants, as well as events of default and related provisions.

Investors had tendered $45,654,000 principal amount, or about 56.48%, of the 10¾% notes, $140,975,000 principal amount, or about 47.14%, of the 9¼% notes and $37,679,000 principal amount, or about 30.93%, of the 7½% notes.

The company received the needed consents to amend the 10¾% notes and will enter into a supplemental indenture, according to a press release.

The company failed to collect the needed consents to amend the other two series of notes, the release noted.

On Sept. 10 the company amended the tender offers to extend the early tender payments to all holders of their notes by the end of the offers at 11:59 p.m. ET on Sept. 23.

The companies also postponed early settlement to coincide with the final settlement date.

As of 5 p.m. ET on Sept. 9, the early tender date, investors had tendered $43,954,000 principal amount, or about 54.4%, of the 10¾% notes, $129,835,000 principal amount, or about 43.4%, of the 9¼% notes and $33,394,000 principal amount, or about 27.4%, of the 7½% notes.

As previously announced, the total purchase price per $1,000 principal amount of notes is $1,073.75 for the 10¾% notes, $1,065.00 for the 9¼% notes and $1,047.50 for the 7½% notes.

The total amounts include an early tender payment of $30.00 per $1,000 of notes. Originally, only those who tendered by the early tender date would have received the early tender payment.

The company will also pay accrued interest.

The proposed amendments required the consents of holders representing a majority of the principal amount of each outstanding series of notes.

Holders may not tender their notes without providing consents or vice versa.

The offers are conditioned on the company obtaining financing, but the tender offers are not conditioned upon the tender of any minimum principal amount of notes for any series.

D.F. King & Co., Inc. (888 644-6071 or 212 269-5550 in the United States or 44 20 7920-9700 in London or at gol@dfking.com) is the information and tender agent.

BB Securities Ltd. (44 20 7367-5803), Banco Bradesco BBI SA (212 888-9145), Citigroup Global Markets Inc. (800 558-3745) and Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) are the dealer managers and solicitation agents. Questions may also be directed to Santander Investment Securities Inc. (212 407-7822).

Gol LuxCo and GOL Finance are subsidiaries of GOL Linhas Aereas Inteligentes SA, a discount air carrier based in Sao Paulo.

© 2015 Prospect News.
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